Intentional Seller Default definition

Intentional Seller Default means any one or more of the following: (a) fraudulent misrepresentation, (b) criminal conduct (i.e. conduct that constitutes a felony under applicable law), or (c) an intentional and deliberate act or omission of Seller taken on or after the Effective Date that is intended to result in, and does result in, the failure or inability (or substantial impairment of the ability) of Purchaser or Seller to consummate this Agreement or to satisfy the conditions set forth in this Agreement.
Sample 1
Intentional Seller Default means any one or more of the following: (a) fraudulent misrepresentation, (b) criminal conduct (i.e. conduct that constitutes a felony under applicable law), or (c) an intentional and deliberate act of Seller taken on or after the Effective Date that results in Purchaser’s inability to consummate the transaction contemplated in this Agreement for a reason other than Purchaser’s default or the failure of any condition to Closing to be satisfied. If the equitable remedy of specific performance is not available due to an Intentional Seller Default, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller’s liability exceed $500,000.00.
Sample 1Sample 2
Intentional Seller Default means any one or more of the following: (a) fraudulent misrepresentation, (b) criminal conduct (i.e. conduct that constitutes a felony under applicable law), or (c) an intentional and deliberate act of Seller taken on or after the Effective Date that is intended to result in, and does result in, Buyer's inability to consummate the transaction contemplated in this Agreement for a reason other than Buyer's default. LW:1030385.6
Sample 1

Examples of Intentional Seller Default in a sentence

  • If the equitable remedy of specific performance is not available due to an Intentional Seller Default, Purchaser may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller’s liability exceed $500,000.00.

  • As used herein, an " Intentional Seller Default" means an intentional and deliberate or grossly negligent act of Seller taken on or after the Effective Date that is intended to result in, and does result in, Buyer's inability to consummate the transaction contemplated in this Agreement for a reason other than Buyer's default or the failure of any condition to Closing to be satisfied.

  • Notwithstanding the foregoing, if Purchaser terminates this Agreement pursuant to subsection (b) above as the result of an Intentional Seller Default (as defined below), Seller shall reimburse Purchaser in an amount equal to the lesser of (i) Fifty Thousand Dollars ($50,000), and (ii) the amount of all third party, out-of-pocket due diligence costs and expenses actually incurred by Purchaser in connection with this Agreement and the Property.

  • In the event that Buyer elects to terminate this Agreement under subsection (a) above, then Seller's obligation to reimburse Buyer's costs incurred to date shall be capped at $150,000 plus any rate lock or commitment fees paid by Buyer to any potential lender unless such default or breach by Seller constitutes an Intentional Seller Default (as hereinafter defined.

  • If Purchaser elects to terminate this Agreement under the foregoing clause (b), then upon such return of the Deposit (and payment of such costs in the event of an Intentional Seller Default), all rights and obligations of the parties under this Agreement shall expire (except for such provisions as expressly survive the expiration or the termination hereof or as otherwise expressly provided herein), and this Agreement shall become null and void.

  • As used herein, "Intentional Seller Default" means an intentional and deliberate act or omission of Seller taken (or omitted) on or after the Effective Date that is intended to result in, and does result in, Purchaser's inability to consummate the transaction contemplated in this Agreement.


More Definitions of Intentional Seller Default

Intentional Seller Default means any intentional and deliberate act or omission of Seller taken on or after the date of this Agreement that is intended to result in, or does result in, the failure or inability (or substantial impairment of the ability) of Purchaser or Seller to consummate this Agreement, or is intended to result in, or does result in the failure to satisfy a condition precedent to Purchaser’s obligation expressly set forth in this Agreement. No delay or omission in the exercise of any right or remedy accruing to Purchaser upon any breach by Seller under this Agreement shall impair such right or remedy or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by Purchaser of any condition or the breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other condition or of any subsequent breach of the same or any other term, covenant or condition herein contained.
Sample 1
Intentional Seller Default intentional and bad faith frustration of one or more closing conditions of the Sellers set forth in Section 7.01 hereof, or (iii) fraud committed by one or more of the Sellers. Notwithstanding anything contained herein to the contrary, any failure to deliver a Seller Closing Document or satisfy a closing condition shall not be deemed an Intentional Seller Default if caused by or resulting from (a) Force Majeure Causes, or (b) Sellers' inability to deliver such Seller's Closing Document after making reasonable efforts, which efforts shall not require the Sellers to expend funds or incur Liabilities except for payment of Sellers' Existing Mortgages, title insurance premiums, transfer taxes and other tax liabilities, or (c) compliance with a Legal Requirement, the imposition of which does not result from a deliberate, bad faith act or omission on the part of the Sellers.
Sample 1
Intentional Seller Default means any one or more of the following: (a) fraudulent misrepresentation, (b) criminal conduct (i.e. conduct that constitutes a felony under applicable law), or (c) an intentional and deliberate act of Seller taken on or after the Effective Date that is intended to result in, and does result in, Purchaser's inability to consummate the transaction contemplated in this Agreement for a reason other than Purchaser's default or the failure of any condition to Closing to be satisfied. For purposes of this Section 6.2, specific performance shall be considered not available to Purchaser if either (i) the nature of Seller's default is such that upon obtaining such specific performance Purchaser would receive materially less than Purchaser bargained for in this Agreement, or (ii) the court declines to grant such specific performance for reasons other than the merits of Purchaser's underlying claim of default.
Sample 1
Intentional Seller Default means an intentional and deliberate act or omission of Seller taken (or omitted) on or after the Effective Date that is intended to result in, and does result in, Purchaser's inability to consummate the transaction contemplated in this Agreement. If Purchaser elects to terminate this Agreement under the foregoing clause (b), then upon such return of the Deposit (and payment of such costs in the event of an Intentional Seller Default), all rights and obligations of the parties under this Agreement shall expire (except for such provisions as expressly survive the expiration or the termination hereof or as otherwise expressly provided herein), and this Agreement shall become null and void. Notwithstanding anything to the contrary contained in this Agreement, Purchaser agrees that its recourse against Seller under this Agreement or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be strictly limited to the Liability Cap and that in no event shall Purchaser seek or obtain any recovery or judgment against any of Seller's other assets (if any) or against any of Seller's members, partners, or shareholders, as the case may be (or their constituent members, partners, or shareholders, as the case may be) or any director, officer, employee or shareholder of any of the foregoing. Purchaser agrees that Seller shall have no post closing liability to Purchaser for any breach of Seller's covenants, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the property or this transaction unless the claims for all such breaches are made prior to the expiration of the Survival Period (except for claims for Fundamental Representations which may be made at any time post-closing), and collectively total more than $25,000.00 (the "Liability Threshold") in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction made after Closing, shall be limited to Purchaser's actual damages not in excess of...
Sample 1
Intentional Seller Default means an act or failure to act by Seller with the intent to, and resulting in, (I) a material breach or default by Seller in any of its covenants and obligations under this Agreement, (ii) the frustration of one or more Purchaser Closing Conditions, and (iii) the termination of this Agreement, which breach, default or failure is not cured within ten (10) Business Days after Seller's receipt of written notice of such default from Purchaser.
Sample 1

Related to Intentional Seller Default

  • Seller Default has the meaning set forth in Section 11.2.

  • Purchaser Default has the meaning set forth in Section 12.2 (a).

  • Buyer Default refers to nonpayment of the Xxxxxxx Money in accordance with the provisions of this Agreement (including nonpayment or dishonor of any check delivered for the Xxxxxxx Money) and/or the failure of this transaction to close due to nonperformance, breach and/or default with respect to the Buyer’s obligation(s) under this Agreement. In the event of a Buyer Default, the following provisions shall apply:

  • Customer Default shall have the meaning set forth in Section 11.1.

  • Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.

  • Material Defect As defined in Section 2.02(c) hereof.

  • Servicer Default means an event specified in Section 8.01.

  • Material Default means a material breach of this Framework Agreement and/or, breach by the Supplier of any of the following Clauses: Clause 8 (Warranties and Representations), Clause 9 (Prevention of Bribery and Corruption), Clause 13 (Statutory Requirements and Standards), Clause 14 (Non-Discrimination), Clause 15 (Provision of Management Information), Clause 16 (Management Charge), Clause 17 (Records and Audit Access), Clause 22 (Data Protection), Clause 23 (Freedom of Information) and Clause 31 (Transfer & Sub-contracting);

  • Servicing Default The meaning assigned in Section 6.01 of the Servicing Agreement.

  • Servicer Event of Default wherever used herein, means any one of the following events:

  • Employer default means having an outstanding balance or liability to the old fund or to the uninsured employers' fund or being in policy default, as defined in W. Va. Code § 23-2c-2, failure to maintain mandatory workers' compensation coverage, or failure to fully meet its obligations as a workers' compensation self-insured employer. An employer is not in employer default if it has entered into a repayment agreement with the Insurance Commissioner and remains in compliance with the obligations under the repayment agreement.

  • Document Defect As defined in Section 2.03(a).

  • Material Breach means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.

  • Non-Breaching Party has the meaning set forth in Section 12.2.1.

  • Mortgage Loan Event of Default means an “Event of Default” under and as defined in the Mortgage Loan Agreement.

  • Unconfirmed Servicing Defect With respect to any Reference Obligation, the existence of the following, as determined by Xxxxxxx Mac in its sole discretion, (a) there is a violation of the servicing guidelines and other requirements in the Xxxxxxx Mac Single Family Seller/Servicer Guide (the “Guide”, as modified by the terms of the related servicer’s contract, including any related terms of business (“TOBs”)); and (b) Xxxxxxx Mac has issued a notice of defect, repurchase letter or a repurchase alternative letter related to the servicing breach. For the avoidance of doubt, Reference Obligations with minor technical violations, which in each case Xxxxxxx Mac determines to be acceptable Reference Obligations, may not result in an Unconfirmed Servicing Defect.

  • Willful Breach means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

  • Master Servicer Event of Default wherever used herein, means any one of the following events:

  • Default means any event which is, or after notice or passage of time or both would be, an Event of Default.

  • Material Document Defect As defined in Section 2.03(a) of this Agreement.

  • Owner Event of Default has the meaning set forth in Section 20.3.

  • BREACH OF CONTRACTUAL OBLIGATION means amongst others also the following:

  • Minor Breach means a delay or non-performance by either Party of its obligations under the Agreement which does not materially, adversely or substantially affect the performance or delivery of the Service or the provision of a safe, healthy and supportive learning environment;

  • Breach means the acquisition, Access, Use or Disclosure of Protected Health Information (PHI) which compromises the Security or privacy of the PHI, except as excluded in the definition of Breach in 45 CFR § 164.402.

  • Willful and Material Breach means a deliberate act taken or deliberate failure to act that the breaching party intentionally takes (or fails to take) with the actual knowledge that the taking of such act or failure to take such act constitutes, or will constitute, a material breach or deemed breach of this Agreement.

  • Lease Event of Default shall have the meaning specified in Section 17.1 of the Lease.